One year ago.
AFC Energy, which counts Russian billionaire Roman Abramovich as its biggest shareholder, will tomorrow reveal a new chief executive, tasked with commercialising the company’s clean fuel cell technology.
Adam
Bond, who has been a non-executive at the Aim-listed group since June 2012, will replace Ian Williamson at the helm of the Surrey-based industrial fuel cell developer.
Mr Williamson has been chief executive for three years and his successor will focus on drumming up demand for its fuel cells, which convert
hydrogen and oxygen into electricity. Similar technology has been used in American and Russian space missions.
AFC is one of a number of investments that Mr Abramovich has in green technology.
Through his Ervington Investments vehicle, the oligarch holds a 13.3pc stake in AFC and topped up his holding in a fundraising last month, which knocked the share price. Eugene Shvidler, one of the Chelsea FC owner’s business partners, is also a major shareholder and sits on the AFC board as a non-executive.
As well as Mr Abramovich, the company has a familiar face in chairman Tim Yeo, Tim Yeo
Non-Executive Chairman
Tim Yeo was MP for South Suffolk from 1983 - 2015. He held various Ministerial posts under Margaret Thatcher and John Major, including Minister of State at the Department of the Environment. Between 1998 and 2005 he was a member of the Shadow Cabinet, shadowing a record seven different departments. Between 2005 and 2010, he was Chair of the Environmental Audit Committee and, from 2010 - 2015, he was the chairman of the ECC Select Committee. Tim holds a number of non-executive directorships in the energy and transport sectors, including at Groupe Eurotunnel SA. He was appointed chairman of AFC Energy in 2007. (THIS IS THE WAY TO GET ALONG WITH GOVERNMENTS,DON'T P1SS THEM OFF)
Under Mr
Bond, the group is expected to increase its focus on the US.
AND THIS DATED TODAY.
CEO Contract Renewal
17 July 2015
AFC Energy (AIM: AFC), the industrial fuel cell power company, is delighted to announce that following a very successful initial period to his tenure, the Company has agreed new terms designed to incentivise Adam
Bond in his role as Chief Executive Officer until at least 31 December 2016.
As part of this package, the Company has agreed to issue Adam with 1,000,000 Ordinary Shares of 0.1p each in the Company (“Ordinary Shares”) at par value (the “Director Shares”). These Ordinary Shares will be issued in four equal tranches. The first tranche of 250,000 Ordinary Shares will be issued immediately. Application has been made to the London
Stock Exchange for these Ordinary Shares to be admitted to trading at 8am on 23 July 2015 (“Admission”). Application to the London Stock Exchange the subsequent tranches of shares to be admitted to
trading will be made in due course. Following the issuance of the first tranche of the Director Shares, Adam will hold 2,250,000 Ordinary Shares in the Company totaling 0.78% of the Company’s issued share capital as enlarged by the issuance of this tranche of shares (the “Enlarged Issued Share Capital”). The subsequent tranches, each of 250,000 Ordinary Shares, will become due on 31 December 2015, 30 June 2016 and 31 December 2016 respectively conditional upon Adam’s continuing employment on those dates.
In addition, Adam has been granted a package of options over a total of 6,000,000 Ordinary Shares (the “Options”), conditional on certain commercial and value-related milestones designed to align his interests with those of shareholders. Following grant of the Options, Adam will hold options over 2.07% of the Enlarged Issued Share Capital. Details of the
option package are outlined below:
Tranche Number of Options Duration of Options Strike Price Condition to Vesting
1 1,000,000 10 years 51p Share price exceeding £1.00 for 30 consecutive days
2 1,000,000 10 years 51p Share price exceeding £1.50 for 30 consecutive days
3 1,000,000 10 years 51p Share price exceeding £2.00 for 30 consecutive days
4 500,000 10 years 51p Kore system operating at 200kW for 14 consecutive days
5 500,000 10 years 51p Kore system operating at 200kW for 30 consecutive days
6 500,000 10 years 51p Kore system operating at 200kW for 90 consecutive days
7 500,000 10 years 51p Kore system operating at 200kW for 180 consecutive days
8 500,000 10 years 51p The Company entering into a binding contract for the volume manufacture of its fuel cell system
9 500,000 10 years 51p The Company entering into a binding contract for the
installation and commissioning of its fuel cell system
Tim Yeo, Chairman said: "I am delighted that Adam has chosen to demonstrate his commitment to the Company while at the same time further aligning his interests with those of shareholders. We look forward to reporting continued progress over the coming weeks and months as we move rapidly towards commercialisation."
Related Party transaction
The agreement to issue the Director Shares and Options to Adam
Bond constitutes a related party transaction in accordance with AIM Rule 13. The Directors who are not involved in the related party transaction, having consulted with the Company's nominated adviser Zeus Capital, consider the terms of the transaction to be fair and reasonable insofar as its shareholders are concerned.
Shares in lieu of professional fees
Further to the above and the announcement made on 5 December 2014, the Company has also agreed to issue Ordinary Shares in the Company to Lionsgate Communications in lieu of professional fees.
Lionsgate Communications will be issued 12,000 Ordinary Shares (the “Consultant Shares”) in the Company at par value immediately.
Application has been made to the London Stock Exchange for these Ordinary Shares to be admitted to trading at 8am on 23 July 2015 (“Admission”).
Total Voting Rights and Shares under Option
Following Admission of the Director Shares and the Consultant Shares, the total number of ordinary shares and voting rights in the Company will be 289,803,943. The Company does not hold any shares in treasury. Accordingly, the total voting rights in the Company will be 289,803,943. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure and Transparency Rules of the UK Financial Conduct Authority.
Following the grant of the Options there will be options over 13,280,000 Ordinary Shares in issue, representing approximately 4.58% of the Enlarged Issued Share Capital, and 6,947,800 warrants over Ordinary Shares in issue, representing approximately 2.39% of the Enlarged Issued Share Capital.
